[SCHEDULE 13G/A] Vor Biopharma Inc. Amended Passive Investment Disclosure
Verve Capital reports 9.3% of VOR stock
VOR Biopharma ownership filing: Verve Capital Limited reports beneficial ownership of 4,999,272 shares of common stock, representing 9.3% of the class as of March 31, 2026.
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VOR Biopharma ownership filing: Verve Capital Limited reports beneficial ownership of 4,999,272 shares of common stock, representing 9.3% of the class as of March 31, 2026. The filing notes pre-funded warrants exercisable for 269,912 shares and bases its percentage on 48,847,504 shares outstanding as of March 23, 2026, adjusted for 4,729,360 shares issued upon exercise of pre-funded warrants on March 23, 2026.
Insights
Verve Capital reports a sizable passive stake in VOR.
Verve Capital Limited discloses 4,999,272 shares and a 9.3% stake using an outstanding share base of 48,847,504 shares as of March 23, 2026. The filing also lists pre-funded warrants exercisable for 269,912 shares.
Holding levels at or near 10% can affect disclosure obligations and market perception; subsequent filings would clarify whether this position is passive or active and any planned changes in ownership.
Key Figures
Reported beneficial ownership:4,999,272 sharesPercent of class:9.3%Pre-funded warrants exercisable:269,912 shares+2 more
5 metrics
Reported beneficial ownership4,999,272 sharesAmount beneficially owned as of March 31, 2026
Percent of class9.3%Percent of common stock reported by Verve Capital
Pre-funded warrants exercisable269,912 sharesPre-funded warrants directly held by Reporting Person
Shares outstanding used48,847,504 sharesShares outstanding as of March 23, 2026 (used in percentage calculation)
Shares issued on March 23, 20264,729,360 sharesShares issued upon exercise of pre-funded warrants by the Reporting Person
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
pre-funded warrantsfinancial
"directly holds pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 269,912 Shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
beneficial ownershipregulatory
"Amount beneficially owned: Row 9 of the Reporting Person's cover page"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Verve Capital report in VOR (VOR)?
Verve Capital reports beneficial ownership of 4,999,272 shares, equal to 9.3% of VOR's common stock as of March 31, 2026. The calculation incorporates outstanding and exercised pre-funded warrants disclosed in the filing.
Do the filings mention warrants tied to Verve Capital's position in VOR?
Yes. The filing states Verve Capital directly holds pre-funded warrants exercisable for 269,912 shares. The percentage calculation assumes exercise of those warrants alongside shares issued on March 23, 2026.
What share count was used to compute Verve Capital's percentage ownership?
The percentage is calculated using 48,847,504 shares outstanding as of March 23, 2026, plus 4,729,360 shares issued upon exercise of pre-funded warrants by the filer on March 23, 2026, and assuming exercise of the filer’s 269,912 warrants.
Who signed the Schedule 13G/A amendment for Verve Capital?
The filing is signed by Hongtu Zhu as Director on behalf of Verve Capital Limited, with the signature dated May 15, 2026, certifying the disclosed ownership information.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
VOR BIOPHARMA INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
929033207
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
929033207
1
Names of Reporting Persons
Verve Capital Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SAMOA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,999,272.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,999,272.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,999,272.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.3 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
VOR BIOPHARMA INC.
(b)
Address of issuer's principal executive offices:
500 Boylston Street, Suite 1350, Boston, MA, 02116.
Item 2.
(a)
Name of person filing:
Verve Capital Limited
(b)
Address or principal business office or, if none, residence:
Flat B, 23/F, Panorama Gardens, 103 Robinson Road, Mid-Levels, Hong Kong
(c)
Citizenship:
Samoa
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
929033207
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of the Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of shares of common stock of the Issuer (the "Shares") beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
The Reporting Person directly holds pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 269,912 Shares.
The percentage set forth in Row 11 of the cover page is calculated based upon 48,847,504 Shares outstanding as of March 23, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 30, 2026, plus 4,729,360 shares issued upon exercise of Pre-Funded Warrants by the Reporting Person on March 23, 2026, and assume the exercise of Pre-Funded Warrants held by the Reporting Person to purchase 269,912 Shares.
(b)
Percent of class:
Verve Capital Limited: 9.3%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of the Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by the Reporting Person as of March 31, 2026 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of the Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by the Reporting Person as of March 31, 2026 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of the Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by the Reporting Person as of March 31, 2026 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of the Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by the Reporting Person as of March 31, 2026 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
